FORM 10-Q Amendment #1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



      _X__QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995 OR
                                                          ------------------
      ____TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM     TO

      Commission File Number 33-19367

                            PALMETTO BANCSHARES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             South Carolina                                74-2235055
      ---------------------------------                 -------------------
      (State or other jurisdiction                      (I.R.S. Employer
      of incorporation or organization)                 Identification No.)

            101 West Main Street
           Laurens, South Carolina                            29360
      ----------------------------------------              ----------
      (Address of principal executive offices)              (Zip Code)

                                    (803) 984-4551
                   --------------------------------------------------
                   Registrant's telephone number, including area code


      Indicate by check mark whether the registrant (1) has filed all reports
      required to be filed by Section 13 or 15(d) of the Securities Exchange Act
      of 1934 during the preceding 12 months (or for such shorter period that
      the registrant was required to file such reports), and (2) has been
      subject to such filing requirements for the past 90 days. Yes X No
                         ----     ----

      Indicate the number of shares outstanding of each of the issuer's classes
      of common stock, as of the latest practicable date.


                   Class                      Outstanding at November 13, 1995
          -----------------------------       -------------------------------
          Common stock, $5.00 par value                999,280




<PAGE>


                  PALMETTO BANCSHARES, INC.

                Quarterly Report on Form 10-Q
      For Quarter and Nine Months Ended September 30, 1995



            INDEX
                                                   Page No.

PART I - FINANCIAL INFORMATION


    Consolidated Statements of Financial
    Condition at September 30, 1995 and
    December 31, 1994                                  1

    Consolidated Statements of Operations
    for the Three Months Ended September 30,
    1995 and 1994                                      2

    Consolidated Statements of Operations
    for the Nine Months Ended September 30,
    1995 and 1994                                      3

    Consolidated Statements of Cash Flows for
    the Nine Months Ended September 30, 1995           4
    and 1994

    Notes to Consolidated Interim Financial
    Statements                                         5

    Management's Discussion and Analysis of
    Financial Condition and Results of Operations      9

PART II - OTHER INFORMATION                            18

SIGNATURES                                             19

<PAGE>


PALMETTO BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>


                                                             September 30,    December 31,
                                                                1995              1994
                                                            ------------       -----------
Assets                                                       (unaudited)
<S>                                                          <C>                <C>       
Cash and due from banks                                      $19,062,472        18,377,297
Federal funds sold                                                -              3,218,599
Investments held to maturity(market values of $69,038,625     67,630,741        54,704,675
     and $53,906,564 in 1995 and 1994, respectively)
Investments available for sale, at market                     17,863,157         9,204,219
Loans                                                        243,768,185       215,408,319
     Less allowance for loan losses                           (3,342,841)       (3,016,464)
                                                            ------------       -----------
         Loans, net                                          240,425,344       212,391,855

Premises and equipment, net                                   10,353,218         9,599,864
Goodwill                                                       1,086,904         1,132,890
Other assets                                                   3,934,125         3,513,164
                                                            ------------       -----------
         Total assets                                       $360,355,961       312,142,563
                                                            ============       ===========
Liabilities and Shareholders' Equity

Liabilities:
Deposits:
     Non-interest-bearing                                     46,708,774        46,307,878
     Interest-bearing                                        257,641,240       228,218,905
                                                            ------------       -----------
         Total deposits                                      304,350,014       274,526,783

Securities sold under agreements to repurchase                11,679,919         5,251,901
Commercial paper                                               8,404,977         6,914,000
Federal Funds Purchased                                        8,000,000            -
Note payable to a bank                                            -                478,959
Other liabilities                                              1,304,498           757,729
                                                            ------------       -----------
         Total liabilities                                   333,739,408       287,929,372

Shareholders' equity:
Common stock-$5.00 par value. Authorized 2,000,000 shares;
     issued 1,010,884; outstanding 999,280 in 1995;
     issued 1,008,384; outstanding 1,003,884 in 1994           5,054,420         5,050,920
Surplus                                                       10,442,083        10,433,133
Retained earnings                                             11,280,192         9,067,365
Treasury stock, 11,604 and 5,700 shares in 1995
     and 1994, respectively                                     (406,956)         (176,700)
Unrealized gain(loss) on investments available for sale, net     246,814          (161,527)
                                                            ------------       -----------
         Total shareholders' equity                           26,616,553        24,213,191
                                                            ------------       -----------
         Total liabilities and shareholders' equity         $360,355,961       312,142,563
                                                            ============       ===========
</TABLE>

See accompanying notes to consolidated financial statements

                                      (1)

<PAGE>



PALMETTO BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Operations
Three Months Ended September 30, 1995 and 1994
(Unaudited)

<TABLE>
<CAPTION>


                                                                1995              1994
Interest income:                                               ---------         ---------
<S>                                                           <C>                <C>      
  Interest and fees on loans                                  $5,482,254         4,487,011
  Interest and dividends on investment securities:
     U.S. Treasury and U.S. Government agencies                  819,799           601,851
     State and municipal                                         403,033           352,383
  Interest on federal funds sold                                  76,633            40,791
                                                               ---------         ---------
         Total interest income                                 6,781,719         5,482,036
Interest expense:
  Interest on deposits                                         2,694,566         1,705,122
  Interest on federal funds purchased and securities
     sold under agreements to repurchase                         121,107            82,900
  Interest on commercial paper                                    91,644            47,788
  Interest on note payable to a bank                                   0            10,627
                                                               ---------         ---------
         Total interest expense                                2,907,317         1,846,437
                                                               ---------         ---------
         Net interest income                                   3,874,402         3,635,599
Provision for loan losses                                        300,000           105,000
         Net interest income after provision for               ---------         ---------
            loan losses                                        3,574,402         3,530,599
Non-interest income:                                           ---------         ---------
  Service charges on deposit accounts                            629,593           595,657
  Fees for trust services                                        185,000           165,000
  Investment securities losses                                   (10,711)            -
  Other income                                                   319,022           240,986
                                                               ---------         ---------
         Total non-interest income                             1,122,904         1,001,643
Non-interest expenses:
  Salaries and other personnel expense                         1,787,022         1,803,160
  Net occupancy expense                                          319,159           307,327
  Furniture and equipment expense                                290,134           293,514
  FDIC assessment                                                 29,529           150,919
  Postage and supplies expense                                   169,440           153,477
  Advertising expense                                             97,983           155,968
  Telephone expense                                              101,064            94,353
  Other expense                                                  517,017           462,094
                                                               ---------         ---------
         Total non-interest expenses                           3,311,348         3,420,812
                                                               ---------         ---------
         Income before income taxes                            1,385,958         1,111,430
Income tax provision                                             340,000           333,000
                                                               ---------         ---------
         Net income                                           $1,045,958           778,430
                                                              ==========        ==========
</TABLE>

See accompanying notes to consolidated financial statements

                                      (2)

<PAGE>



PALMETTO BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Operations
Nine Months Ended September 30, 1995 and 1994
(Unaudited)

<TABLE>
<CAPTION>


                                                                1995              1994
Interest income:                                             -----------       -----------
<S>                                                          <C>               <C>        
  Interest and fees on loans                                 $15,480,150       $12,716,868
  Interest and dividends on investment securities:
     U.S. Treasury and U.S. Government agencies                2,060,621         1,794,668
     State and municipal                                       1,126,414         1,008,241
  Interest on federal funds sold                                 335,618           151,894
                                                             -----------       -----------
         Total interest income                                19,002,803        15,671,671
Interest expense:
  Interest on deposits                                         7,153,948         4,910,907
  Interest on federal funds purchased and securities
     sold under agreements to repurchase                         350,790           173,913
  Interest on commercial paper                                   251,627           101,157
  Interest on note payable to a bank                              13,389            31,275
                                                             -----------       -----------
         Total interest expense                                7,769,754         5,217,252
                                                             -----------       -----------
         Net interest income                                  11,233,049        10,454,419
Provision for loan losses                                        690,000           660,000
         Net interest income after provision for             -----------       -----------
            loan losses                                       10,543,049         9,794,419
Non-interest income:
  Service charges on deposit accounts                          1,810,949         1,673,009
  Fees for trust services                                        551,389           476,384
  Investment securities losses                                  (122,206)           -
  Other income                                                   937,077           899,619
                                                             -----------       -----------
         Total non-interest income                             3,177,209         3,049,012
Non-interest expenses:
  Salaries and other personnel expense                         5,308,385         5,469,222
  Net occupancy expense                                          882,324           812,978
  Furniture and equipment expense                                806,905           777,812
  FDIC assessment                                                337,152           433,484
  Postage and supplies expense                                   525,745           445,008
  Advertising expense                                            373,367           424,165
  Telephone expense                                              300,738           292,268
  Other expense                                                1,600,483         1,464,728
                                                             -----------       -----------
         Total non-interest expenses                          10,135,099        10,119,665
                                                             -----------       -----------
         Income before income taxes                            3,585,159         2,723,766
Provision for income taxes                                       920,000           736,000
                                                             -----------       -----------
         Net Income                                           $2,665,159        $1,987,766
                                                             ===========       ===========

</TABLE>

See accompanying notes to consolidated financial statements.

                                      (3)

<PAGE>


PALMETTO BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 1995 and 1994
(Unaudited)

<TABLE>
<CAPTION>

                                                                 1995              1994
Cash flows from operating activities:                        -----------       -----------
<S>                                                           <C>               <C>       
  Net income                                                  $2,665,159        $1,987,766
  Adjustments to reconcile net income to net cash 
     provided by operating activities:
     Amortization of premium on investment securities             72,654            53,248
     Losses from sales of investments                            122,206            -
     Provision for loan losses                                   690,000           660,000
     Depreciation of premises and equipment                      655,637           590,794
     Loss on sale of premises and equipment                                          2,018
     Amortization of goodwill                                     45,986            45,986
     Amortization of premium on core deposits                     35,250            35,250
     Change in other assets                                     (420,960)         (441,385)
     Change in other liabilities, net                            291,140          (106,542)
                                                             -----------       -----------
                  Net cash provided by operating activities    4,157,072         2,827,135

Cash flows from investing activities:
  Purchase of investments held to maturity                   (23,410,903)       (8,533,575)
  Purchase of investments available for sale                 (14,050,760)       (1,704,453)
  Proceeds from maturities of investments                      8,228,721         7,370,572
  Proceeds from sale of investments held to maturity           2,238,668            -
  Proceeds from maturities of invesments available for sale       -              1,353,963
  Proceeds from sale of investments available for sale         5,878,380            -
  Net increase in loans outstanding                          (28,723,489)      (20,877,876)
  Purchases of premises and equipment, net                    (1,408,991)       (3,093,306)
  Proceeds for sale of premises and equipment                     -                 10,000
                                                             -----------       -----------
                  Net cash used in investing activities      (51,248,374)      (25,474,675)

Cash flows from financing activities:
  Net increase in transaction and savings accounts             2,430,061        11,817,357
  Net increase in certificates of deposit                     27,357,920         3,117,778
  Net increase in securities sold under agreements
    to repurchase                                              6,428,018           447,190
  Net increase in commercial paper                             1,490,977         1,803,000
  Change in federal funds purchased                            8,000,000         5,850,000
  Repayments on note payable to a bank                          (478,959)         (226,875)
  Proceeds from issuance of common stock                          12,450            24,300
  Purchase of treasury stock                                    (230,256)         (176,700)
  Dividends paid                                                (452,333)         (389,786)
                                                             -----------       -----------
                  Net cash provided by financing activities   44,557,878        22,266,264
                                                             -----------       -----------

Net increase(decrease) in cash and cash equivalents           (2,533,424)         (381,276)
Cash and cash equivalents at beginning of the period          21,595,896        19,893,367
                                                             -----------       -----------
Cash and cash equivalents at end of the period               $19,062,472       $19,512,091
                                                             ===========       ===========

</TABLE>

See accompanying notes to consolidated financial statements.

                                      (4)

<PAGE>



                    PALMETTO BANCSHARES, INC. AND SUBSIDIARY
               Notes To Consolidated Interim Financial Statements

1.  Basis of Presentation
   The accompanying unaudited consolidated financial statements were prepared in
   accordance with instructions for Form 10-Q and, therefore, do not include all
   information or footnotes necessary for a complete presentation of financial
   condition, results of operations, and cash flows in conformity with generally
   accepted accounting principles. However, all adjustments which, in the
   opinion of management, are necessary for fair presentation of the financial
   statements have been included, and were of a normal recurring nature. The
   results of operations for the three and nine month periods ended September
   30, 1995 are not necessarily indicative of the results which may be expected
   for the entire year.

2.  Principles of Consolidation
   The consolidated financial statements include the accounts of the Company and
   its wholly-owned subsidiary, The Palmetto Bank (the Bank), and Palmetto
   Capital, Inc., a wholly-owned subsidiary of The Palmetto Bank, (the
   "corporation") incorporated February 26, 1992. Palmetto Capital, Inc. offers
   the brokerage of stocks, bonds, mutual funds and unit investment trusts. The
   corporation also offers advisory services and variable rate annuities. In
   consolidation, all significant intercompany accounts and transactions have
   been eliminated.

3.  Investment Securities
   The carrying and market values of investment securities are summarized as
   follows:

                                     September 30, 1995
                                    Carrying       Market
                                     Value         Value
   U.S. Treasury and other
      U.S. Government agencies     $35,312,448   35,638,271
   State and municipal              28,578,477   29,656,973
   Mortgage-backed securities        3,739,816    3,743,381
                                    ----------   ----------
                        Total      $67,630,741   69,038,625
                                    ==========   ==========

                                     December 31, 1994
                                    Carrying       Market
                                     Value         Value
   U.S. Treasury and other
      U.S. Government agencies     $30,536,734   29,908,053
   State and municipal              24,167,941   23,998,511
                                    ----------   ----------
                        Total      $54,704,675   53,906,564
                                    ==========   ==========

                                       (5)

<PAGE>


   The amortized costs and market values of securities available for sale at
   September 30, 1995 and December 31, 1994 are as follows:

                                      September 30, 1995
                                    Amortized       Market
                                      Cost          Value
                                    ----------   ----------
   U. S. Treasury securities       $17,461,834   17,863,157
                                    ==========   ==========

                                      December 31, 1994
                                     Amortized      Market
                                       Cost         Value
                                     ---------   ----------
   U. S. Treasury securities       $ 9,466,865    9,204,219
                                    ==========   ==========

   The Company determines investments as held to maturity or available for sale
   at the purchase date. Securities available for sale are recorded at market
   value. Although management does not intend to sell such investments in the
   immediate future, if certain market conditions exist, the Company may sell
   these securities prior to maturity. Valuation losses or recovery of
   previously recorded valuation losses are recorded in shareholders' equity,
   net of taxes as net appreciation (depreciation) of investments available for
   sale in the period incurred. Gain or loss on the sale of investments
   available for sale is based on the specific identification method.

   Investments with an aggregate carrying value of approximately $45,008,000 and
   $40,144,000 at September 30, 1995, and December 31, 1994, respectively, are
   pledged to secure public deposits, securities sold under agreements to
   repurchase and for other purposes as required or permitted by law.

4.  Loans

   A summary of loans, by classification, follows:

                            September 30,       December 31,
                                1995                1994
                            -------------       -----------
   Commercial, financial
     and agricultural     $  38,877,196          32,672,103
   Real estate - const.       3,347,636           1,940,631
   Real estate - mortgage   149,607,474         134,788,527
   Installment loans to
     individuals             51,935,879          46,007,058
                            -----------         -----------
             Total        $ 243,768,185         215,408,319
                            ===========         ===========


                               (6)


<PAGE>


   The following is a summary of activity affecting the allowance for loan
   losses for the periods indicated:

                             For the three months ended
                                   September 30
                            -----------------------------
                                  1994               1993
   Balance at beginning
     of period                $3,154,100          2,840,205
   Provision for loan losses     300,000            105,000
   Loan recoveries                41,865            118,408
   Less loans charged-off       (153,124)           (94,611)
                               ---------          ---------
   Balance at end of period   $3,342,841          2,969,002
                               =========          =========

                              For the nine months ended
                                   September 30
                             ----------------------------
                                  1994               1993
   Balance at beginning
     of period                $3,016,464          2,393,638
   Provision for loan losses     690,000            660,000
   Loan recoveries               136,060            219,897
   Less loans charged-off       (499,683)          (304,533)
                               ---------          ---------
   Balance at end of period   $3,342,841          2,969,002
                               =========          =========



   The Company had outstanding, unused loan commitments at September 30, 1995 as
   follows:


   Home equity loans                           $  7,374,000
   Credit cards                                  15,335,000
   Commercial real estate development:
       Secured                                    6,426,000
       Unsecured                                    250,000
   Other unused lines of credit                  11,916,000
                                                 ----------
                                               $ 41,301,000
                                                 ==========
   Standby letters of credit                   $  1,880,000
                                                 ==========

                              (7)

<PAGE>

   The following table sets forth each category of nonperforming loans, total
   loans outstanding and the percentage of each type of nonperforming loans
   having that status for more than 90 days as of September 30, 1995:

                                                   Percentage
                            90 Days        Total     90 Days
                            or More        Loans     or More
                        -----------     ---------- ----------
   Commercial, financial
     and agricultural      $205,000     38,877,000     .53%
   Real estate-construction   -          3,348,000      _
   Real estate-mortgage     191,000    149,607,000     .13%
   Installment loans to
     individuals            177,000     51,936,000     .34%
                        -----------    -----------
        Total              $573,000    243,768,000     .24%
                        ===========    ===========

5.  Deposits

   A summary of deposits follows:

                               September 30,   December 31,
                                   1995            1994
                               ------------    ------------
   Transaction accounts        $103,591,430     106,367,423
   Savings deposits              21,941,751      20,931,228
   Insured money market accts.   44,264,519      40,669,164
   Time deposits over $100,000   31,804,990      23,570,814
   Other time deposits          102,876,574      83,152,654
   Premium on deposits
     acquired                      (129,250)       (164,500)
                               ------------    ------------
                   Total       $304,350,014     274,526,783
                               ============    ============


                               (8)

<PAGE>

                            PALMETTO BANCSHARES, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

DISCUSSION OF FINANCIAL CONDITION CHANGES FROM DECEMBER 31, 1994
TO SEPTEMBER 30, 1995

Liquid assets which include cash, federal funds sold, and investments available
for sale increased by $6.1 million for the nine month period. This increase of
19.9% consisted of an increase in investments of $8.6 million. Federal funds
sold decreased $3.2 million.

Investments held to maturity increased during the nine month period $12.9
million, or 23.6%. Deposit growth during the period that was not consumed by
loan demand was used to purchase investments. Investments for the portfolio are
based on the balance between higher yield short term maturities and longer term
tax exempt obligations of state and municipalities.

Loans, net, increased $28.0 million, or 13.2%, during the nine month period as a
result of growth in loan demand. The allowance for loan losses increased by
10.8% during the period as management adjusts the allowance to approximate 1.40%
of total loans.

Premises and equipment increased $753,300, or 7.8% due primarily to capitalized
expenditures associated with the conversion of the Bank's central computer
software systems. This conversion with an anticipated five-year total cost of
$1.0 million was completed in September 1995.

Goodwill is being amortized over 25 years using the straight-line method. The
Company periodically assesses the recoverability of this goodwill by evaluating
whether the amortization of the remaining balance can be recovered through
projected undiscounted future cash flows which are based on historical trends.

Other assets increased $421,000, or 12.0%, during the period primarily due to an
increase in interest earned not collected on loans and securities, resulting
from increases in the loan and investment portfolios.

Deposits increased by 10.9% during the period, from $274.5 million to $304.4
million. The increase was due to normal growth and new deposit customers from
the new North Anderson office which opened in July 1995.

Retail repurchase agreements increased by $6.4 million or 122.4%. These account
balances fluctuate based on the deposit customers' daily qualifying funds.



                               (9)

<PAGE>



Commercial paper associated with the alternative commercial sweep accounts
increased $1.5 million or 21.6%. These changes are the result of normal
fluctuations in the accounts.

Federal funds purchased increased $8.0 million. Funds are sold or purchased
based on available funds on an overnight basis.

Long-term debt consisted of one loan which totalled $479,000 on December 31,
1994 which was paid off in June 1995. This loan was used to fund the purchase of
Bank of Hodges.

Other liabilities decreased by $546,800, or 72.2%, due primarily to increased
accruals for expenses for property taxes and other operation expenses..

Retained earnings increased $2.2 million for the nine month period as a result
of net income of $2.7 million, less dividends paid of $453,300.

Liquidity

The Company's liquidity position is dependent upon its debt servicing needs and
dividends declared. Bancshares' long-term debt to equity ratio was 0.0% and .7%
as of September 30, 1995, and December 31, 1994, respectively. Liquidity is
provided from its subsidiary, The Palmetto Bank. The only restrictions on the
amount of dividends available for payment to Bancshares are guidelines
established by regulatory authorities for capital-to -asset ratios. As of
September 30, 1995, The Palmetto Bank had total primary capital of $28.6 million
and total assets of $362.7 million. The resulting primary capital to assets
ratio is 7.9%. The South Carolina Board of Financial Institutions' guideline
suggests a primary capital to asset ratio of at least 7%. Therefore, as of
September 30, 1995, the subsidiary had approximately $3.2 million excess
retained earnings available to pay as dividends to Bancshares.

Capital Resources

Under the capital guidelines of the Federal Reserve Board and the FDIC,
Bancshares, and the Bank are currently required to maintain a minimum risk-based
total capital ratio of 8%, with at least 4% being Tier 1 capital. Tier 1 capital
consists of common shareholders' equity, qualifying perpetual preferred stock (
which can constitute up to 25% of total Tier 1 capital) and minority interest in
equity accounts of consolidated subsidiaries, less goodwill. In addition,
Bancshares and the Bank must maintain a minimum Tier 1 leverage ratio ( Tier 1
capital to total assets) of at least 3%, but this minimum ratio is increased by
1% to 2% for other than the highest rated institutions.



                              (10)


<PAGE>


The risk-based capital rules are designed to make regulatory capital
requirements more sensitive to differences in risk profile among financial
institutions, to account for off-balance sheet exposure and to minimize
disincentives for holding liquid assets.

Management believes the risk-based capital guidelines will not have a material
effect on the Company's operations or the operations of its subsidiaries.

At September 30, 1995, The Company had a total risk-based capital ratio of
10.87%, a Tier 1 risk-based capital ratio of 9.60% and a leverage ratio of
6.94%. Accordingly, the Company is deemed to be a "well-capitalized" institution
under currently applicable regulatory guidelines.

Also, at September 30, 1995, the Company had a primary capital ratio (total
shareholders' equity plus the allowance for loan losses to total assets) of
8.23%, compared to a ratio of 8.46% at September 30, 1994.

On February 25, 1994 the Company purchased 5,700 shares of treasury stock for
$31 per share totalling $176,700. On September 18, 1995 the Company purchased
5,904 shares of treasury stock for $39 per share totalling $230,256.

Effect in Inflation and Changing Prices

The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles which require the measurement of
financial position and results of operations in terms of historical dollars,
without consideration of changes in the relative purchasing power over time due
to inflation.

Unlike most other industries, virtually all of the assets and liabilities of a
financial institution are monetary in nature. As a result, interest rates
generally have a more significant effect in a financial institution's
performance than does the effect of inflation.

The yield on a majority of the Company's earning assets adjusts simultaneously
with changes in the general level of interest rates. Most of the Company's
liabilities are issued with fixed terms and can be repriced only at maturity.
The degree of interest rate sensitivity of the Company's assets and liabilities
and the differences in timing of repricing assets and liabilities provides an
indication of the extent to which the Company's net interest income may be
affected by interest rate movements.


                                      (11)

<PAGE>


Accounting and Reporting Matters

On December 30, 1994, the AICPA issued Statement of Position 94-6, "Disclosure
of Certain Significant Risks and Uncertainties" (SOP 94-6). The disclosure
requirements of SOP 94-6 are similar to or overlap disclosure requirements in
Financial Accounting Standards Board(FASB) Statement No. 5, "Accounting for
Contingencies", and for public companies, Statement No. 14, "Financial Reporting
for Segments of a Business Enterprise," and certain pronouncements of the
Securities and Exchange Commission (SEC). This SOP does not alter the
requirements of any FASB or SEC pronouncement.

The Disclosures required under SOP 94-6 focus primarily on risks and
uncertainties that could significantly affect the amounts reported in the
financial statements in the near term, and stem from (a) the nature of the
entity's operations, (b) the necessary use of estimates in the preparation of
financial statements, and (c) significant concentrations on certain aspects of
the entity's operations.

SOP 94-6 is effective for financial statements issued for fiscal years ending
after December 15, 1995, and for financial statements for interim periods in
fiscal years subsequent to the year for which this SOP is to be first applied.
Based on the its operations and preparation of its financial statements,
management does not believe this statement will have a material adverse effect
on the Company.

On March 31, 1995, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long- Lived Assets to Be Disposed Of"
(the Statement). This Statement provides guidance for recognition and
measurement of impairment of long-lived assets, certain identifiable intangibles
and goodwill related both to assets to be held and used and assets to be
disposed of. The Statement requires long-lived assets and certain identifiable
intangibles to be disposed of to be reported at the lower of carrying amount or
fair value less cost to sell, except for assets covered by the provisions of APB
Opinion No. 30.

Statement No. 121 is effective for financial statements issued for fiscal years
beginning after December 15, 1995 although earlier application is encouraged.
Thus, for calendar year entities, Statement No. 121 is effective for 1996
financial statements. Based on the condition of assets held by the Company,
management believes this statement will have no material adverse effect on the
Company.

In May 1995, the FASB issued a SFAS No. 122, "Accounting for
Mortgage Servicing Rights, an amendment of SFAS No. 65" which is


                                      (12)

<PAGE>


effective prospectively for years beginning after December 15, 1995. The
statement requires the recognition of an asset for the rights to service
mortgage loans for others, regardless of how these rights were acquired (either
purchased or originated). Further, it amends SFAS 65 to require assessment of
impairment based on fair value. The Company recently commenced the origination
and sale of mortgage loans. Currently, the Company is pre-selling all mortgages
and based upon the Company's present mortgage lending operation does not
anticipate that this statement will have a material adverse effect on the
Company.

In October 1995, the FASB issued a SFAS No. 123, "Accounting for Stock Based
Compensation." This statement is effective for financial statements issued for
fiscal years beginning after December 15, 1995. SFAS 123 provides guidance on
the valuation of compensation costs arising from both fixed and performance
stock compensation plans.

                                      (13)

<PAGE>



COMPARISON OF OPERATION RESULTS FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 1995, AND 1994

Net income for the three months ended September 30, 1995 was $1.0 million, an
increase of 34.4% from the $778,400 reported for the same period in 1994. Net
income per share was $1.04 for the 1995 period as compared with $0.78 for the
comparable period in 1994.

Net Interest Income

The Bank's earnings are dependent to a large degree on net interest income,
defined as the difference between gross interest and fees on earnings assets,
primarily loans and investment securities, and interest paid on deposits and
borrowed funds. Net interest income is affected by the interest rates earned or
paid and by volume changes in loans, securities, deposits, and borrowed funds.

For the three month period ended September 30, 1995, net interest income was
$3.9 million, which represented a 6.6% increase from the same period in 1994.
This increase was the result of increases in the volume of earning assets and
deposits combined with a consistent net interest margin, defined as net interest
income as a percent of average earning assets. Net interest margin for the 1995
period was 4.8%, compared to 5.2% for the same period in 1994. The increase in
volume was due to normal growth, and the opening of another full service office
in Anderson.

Interest income on investments and fed funds sold increased 30.6% during the
1995 period compared to the corresponding period in 1994. Portfolio volumes and
average yields have increased during the 1995 period compared to the same period
in 1994.

Total interest expense increased by 57.5%, or $1.1 million during the 1995
period, due to an increase in interest-bearing deposit liabilities of $35.5
million, or 16.1% over the 1994 period. The average rate paid on interest
bearing liabilities increased from 3.0% during the three month period in 1994,
to 4.2% during the same period in 1995. The profitability of the Company is
influenced significantly by management's ability to control the relationship
between rate sensitive assets and liabilities, and the current interest rate
environment.

                                      (14)


<PAGE>


Provision For Loan Losses

The provision for loan losses was $105,000 for the 1994 period, compared to
$300,000 in 1993. The provision expense is adjusted each month to reflect loan
volume growth and allow for loan charge-offs and recoveries. Management's
objective is to maintain the allowance for loan losses at an adequate level as
it related to the loan portfolio.


Other Operating Income

Other operating income increased by $121,300 or 12.1% in 1995 as compared to the
same period in 1994. Service charges on deposit accounts increased 5.7%
primarily due to deposit growth and increased customer base. Fiduciary service
fees increased 12.1% due to an increase in account volumes.

Other Operating Expenses

Other operating expenses decreased by $109,500, or 3.2% during the 1995 three
month period over the same period in 1994 due primarily to the refund and
reduction in FDIC insurance assessments.

Income Taxes

The Company incurred an income tax expense of $340,000 for the 1995 three month
period compared to $333,000 for the same period in 1994. This increase was
related directly to the increase in taxable income.


                                      (15)

<PAGE>


COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1995, AND 1994

Net income for the nine months ended September 30, 1995 was $2.7 million
compared to $2.0 million for the 1994 period. Net income per share was $2.65 for
the 1995 period as compared to $1.99 for 1994. Return on average assets for 1995
was 1.08% (annualized), compared to .88% in 1994.

Net Interest Income

For the nine month period in 1995, net interest income was $11.2 million, which
represented a 7.4% increase over the same period in 1994. This increase was due
to increases in volume of both loans and deposits and a consistent net interest
margin. Average earning assets increased by 9.6%. Net interest margin, defined
as net interest income as a percent of average earning assets, was 4.97%
(annualized) for the 1995 period compared to 5.08% for the 1994 period.

Provision For Loan Losses

The provision for loan losses was $690,000 and $660,000 for the nine months
ended September 30, 1995, and 1994, respectively. The amount charged to the
provision for loan losses by the Bank is based on management's judgement as to
the amounts required to maintain an allowance adequate to provide for potential
losses in the loan portfolio. The level in this allowance is dependent upon the
total amount of past due loans, nonperforming loans, general economic conditions
and management's assessment of potential losses based upon internal credit
grading on the loans and periodic reviews and assessments of credit risk
associated with particular loans.


Other Operating Income and Expenses

Other operating income during the 1995 nine month period increased by $128,200,
or 4.2% over the same nine month period in 1994. Service charges on deposit
accounts increased $137,900 due to an increased number of deposit account
transactions which was offset by the losses on sales of investments. Six million
dollars of investments available for sale and $2.2 million in investments held
to maturity with maturities of less than 90 days, were sold during the 1995 nine
month period in order to capitalize on the rising bond market. The proceeds of
the sales were used to purchase investments with a approximate yield increase of
360 basis points over the investments sold. The losses have been more than
compensated for


                                      (16)


<PAGE>


by the income from the higher yielding investments. Non-interest expenses
increased $15,400 during the 1995 period due to normal growth which was offset
by the refund and reduction in FDIC insurance assessments.

Income Taxes

The Company incurred an income tax expense of $920,000 for the 1995 nine month
period compared to $736,000 for the same period in 1994. This increase is due to
and increase in taxable income.



                              (17)


<PAGE>


      PALMETTO BANCSHARES, INC. AND SUBSIDIARY

              Part II - Other Information


Item 1.  Legal Proceedings

         Palmetto Bancshares, Inc. is not engaged in any legal
         proceedings.  From time to time The Palmetto Bank
         (subsidiary) is involved in legal proceedings involving
         its normal course of business as a bank.

Item 2.   Changes in Securities

         There have been no changes in securities during the reporting period.

         Please refer to the three months Management Discussion and Analysis for
         an explanation of working capital restrictions and any limitations upon
         the payment of dividends.

Item 3.   Defaults Upon Senior Securities

         None

Item 4.  Submission of Matters to a Vote of Security Holders

        None

Item 5.  Other Information

        None

Item 6.  Exhibits and Reports on Form 8-k

        (a)  Exhibit 27

        (b)  Bancshares did not file any reports on Form 8-K during the quarter
             ended September 30, 1995.



                              (18)



<PAGE>


                            PALMETTO BANCSHARES, INC.



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.






                         Palmetto Bancshares, Inc.
                         Laurens, South Carolina




Date: March 7, 1996      (Signature of L. Leon Patterson)
                         --------------------------------
                         L. Leon Patterson

                         Chairman and Chief
                         Executive Officer




Date: March 7, 1996      (Signature of Paul W. Stringer)
                         -------------------------------
                         Paul W. Stringer

                         President and Chief
                         Operating Officer



                                      (19)



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